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For weeks before the kickoff of the North American leg of Lady Gaga's Monster Ball arena tour Gaga and her creative team frantically tweaked everything from the choreography to the lighting cues for the massively theatrical show. But when the tour opened in Montreal on June 28th, Gaga threw the script away. Sitting down at her piano, she shocked her crew by throwing in a brand-new tune, "You and I," a brassy Billy Joel-ish rock ballad that's planned for her next album. "I didn't have a lighting cue built up," says tour manager Mo Morrison. "She just goes for it, and we have to react."

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On the Monster Ball, Gaga goes for it every night with a show that's part rock concert, part Broadway musical. Over four "acts," the two-hour show re-creates a night in the life of Gaga. It begins in her old neighborhood, New York's Lower East Side (the neon "176" sign on the stage is the number of her old building on Stanton Street), before heading through a spooky Central Park and ending at the tour's titular Monster Ball. Joined by about a dozen dancers, Gaga changes costumes 15 times, plays a piano from which flames erupt, dances through a subway car and smears herself with fake blood during "Alejandro."

The show climaxes with Gaga battling an actual monster — a giant, teeth-gnashing angler-fish puppet built by the Jim Henson Company that wraps its tentacles around her as she sings "Paparazzi." "The way she presents it is so over-the-top and campy, but it's really fucked up," says Justin Tranter, lead singer of the tour's opening act, Semi Precious Weapons. "It's like Elton John, Bette Midler and Marilyn Manson, all accompanied by pop music."

Gaga and her creative director, Matthew Williams, began mapping out the Monster Ball even before her fall 2009 theater tour wrapped. Knowing they'd be playing arenas, they conceived of a larger-scale spectacle that combined ideas from Gaga's earliest shows (the glowing wand she calls a Disco Stick) with audacious new ones (the flaming piano). "We always talked about doing that, but now it was 'Let's implement all of our ideas at once,'" says Williams. "I wanted it to be like a rave, where everyone's bumping into each other, and you're enthralled the whole time."

The production crew had only one month to design and construct the elaborate staging — compared with two or three months for the typical big-production pop tour — and just a week to rehearse before opening night. "It evolved into a much bigger show than anybody had initially contemplated," says Arthur Fogel, CEO of global touring for Live Nation, the tour's promoter. (Live Nation predicts the Monster Ball will rake in $150 million to $200 million by the time it winds down in 2011; according to Forbes, Gaga has made $62 million over the past 12 months.)

By early February, the Monster Ball was ready to roll. The staging is so massive that 28 trucks — almost twice as many as a typical tour — are required. Gaga's wardrobe alone takes up more than an entire truck, and Gaga uses four separate buses: one with a king-size bed, another equipped with a full recording studio so she can put down new tracks on the road. The show continued to evolve even during final rehearsals. At one, Morrison watched as Gaga walked over to the "blood fountain" in "Alejandro" — a replica of a fountain in New York's Central Park — and jumped right in. Morrison, who's handled tours for Michael Jackson and Britney Spears, thought she was only going to dance around it, so he had to quickly reconstruct the fountain to accommodate Gaga's weight. "That was a challenge, but she has a vision," Morrison says. Between songs, Gaga has as little as two minutes to change costumes, hence the use of curved video screens throughout the show to distract the audience.

And while most of Gaga's ideas made it into the show, some were just too hazardous. Early on, she called Williams with a vision: "She was on vacation in Hawaii and running through a field," says Williams, "and she said, 'I want fire to come out of my nipples.'" In the end, Williams talked her into going with sparklers on her bra rather than full-on flames. "I put her in danger all the time," Williams adds, laughing. "But that's one where even I said it was too dangerous."